EXHIBIT 3.36
BY-LAWS
OF
PF&F HOLDINGS CORPORATION
ARTICLE I
MEETINGS OF STOCKHOLDERS
Section 1. Annual Meetings. The annual meetings of the stockholders
shall be held at such place as may be fixed from time to time by the Board of
Directors, or in the absence of direction by the Board of Directors, by the
Chairman, President or Secretary of the Corporation, either within or outside
the State of Delaware, as shall be stated in the notice of the meeting or in a
duly executed waiver of notice thereof.
Section 2. Special Meetings. Special meetings of the stockholders, for
any purpose or purposes whatsoever, may be called at any time by the Chairman of
the Board of Directors, by the president, or by one or more stockholders
holding, in the aggregate, not less than forty percent (40%) of the voting power
of the corporation.
Section 3. Calls and Notices. Notices of all meetings of the
stockholders shall conform to the provisions of Article IV of these By-Laws.
Section 4. Chairman. The Chairman of the Board, and in his absence, the
president, shall preside at all meetings.
Section 5. Voting and Proxies. Every person entitled to vote at any
election for directors shall have the right to accumulate his votes and to give
one candidate a number of votes equal to the number of directors to be elected,
multiplied by the number of votes to which his shares are entitled, or to
distribute his votes on the same principal among as many candidates as he shall
think fit. The candidates receiving the highest number of votes, up to the
number of directors to be elected, shall be elected. On matters other than the
election of directors, each share of stock shall be entitled to one vote, which
may be cast by ballot or voice vote, as the case may be.
Every person entitled to vote shall have the right to do so either in
person or by one or more agents authorized by a written proxy executed by such
person or his duly authorized agent and filed with the secretary of the
corporation. Any proxy duly executed is not revoked and continues in full force
and effect until an instrument revoking it, or a newly executed proxy bearing a
later date, is filed with the secretary of the corporation; provided,
however, that no proxy shall be valid after the expiration of three (3) years
from the date of its execution, unless the person executing it specifies therein
a longer period of time for which such proxy is to continue in force.
Section 6. Stockholders of Record. Only such persons shall be entitled
to vote in person or by proxy as appear as stockholders upon the transfer books
of the corporation thirty (30) days preceding the date of the meeting; provided,
however, that stockholders by a resolution, adopted by a majority vote of the
issued and outstanding stock represented at the meeting, may grant the privilege
of voting to persons appearing as stockholders upon the transfer books of the
corporation at a transfer date less than thirty (30) days preceding the meeting.
Section 7. Quorum. The presence, in person or by proxy, of persons
entitled to vote a majority of the voting shares at any meeting shall constitute
a quorum for the transaction of business. The stockholders present at a meeting
at which a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.
Any stockholders' meeting, annual or special, whether or not a quorum
is present, may be adjourned from time to time by the vote of a majority of the
voting shares, the holder of which are either present in person or represented
by proxy; but in the absence of a quorum, no other business may be transacted at
such meeting. At any adjourned meeting at which a quorum shall be present, any
business may be transacted which might have been transacted at the original
meeting.
Section 8. Informalities. All informalities or irregularities, or both,
in calls, notices of meetings, the manner of voting, form of proxies,
credentials, and method of ascertaining those present, shall be deemed waived if
no objection is made at the meeting.
ARTICLE II
BOARD OF DIRECTORS
Section 1. Powers. Subject to limitations of the Articles of
Incorporation and of Delaware Corporation Law as to action to be authorized or
approved by the stockholders, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the corporation shall be
controlled by the Board of Directors.
Section 2. Number of Directors. The authorized number of directors of
the corporation shall be not less than one (1) nor more than three (3)
directors.
Section 3. Vacancies. Vacancies on the Board of Directors may be filled
by a majority of the remaining directors, though less than a quorum, or by a
sole remaining
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director, and each director so elected shall hold office until his successor is
elected at an annual or a special meeting of the stockholders.
A vacancy or vacancies on the Board of Directors shall be deemed to
exist in the case of the death, resignation, or removal of any director, or if
the authorized number of directors is increased, or if the stockholders fail, at
any annual or special meeting of the stockholders at which a director, or
directors, is elected, to elect the full authorized number of directors to be
voted for at that meeting.
The stockholders may elect a director, or directors, at any time to
fill any vacancy, or vacancies, not filled by the directors. If the Board of
Directors accepts the resignation of a director intended to take effect at a
future time, the board or the stockholders shall have the power to elect a
successor to take office when the resignation becomes effective.
Section 4. Organization Meetings. Immediately following each annual
meeting of the stockholders, the Board of Directors shall hold a regular meeting
for the purpose of organization, election of officers, and the transaction of
other business. Notice of such meeting shall not be required.
Section 5. Other Regular Meetings. Other regular meetings of the Board
of Directors shall be held without call or notice at such other times, at
regular intervals, as the Board of Directors may from time to time by resolution
specify.
Section 6. Special Meetings. Special meetings of the Board of Directors
for any purpose or purposes, shall be called at any time by the Chairman of the
Board or, if he is absent or unable to refuse to act, by the president or by any
two directors. Notices of special meetings shall conform to the provisions of
Article IV of these By-Laws.
Section 7. Quorum. A majority of the authorized number of directors
shall be necessary to constitute a quorum for the transaction of business,
except to adjourn. Every act or decision done or made by a majority of the
directors present at a meeting at which a quorum is present shall be regarded as
the act of the Board of Directors, unless a greater number be required by law.
Sections 8. Adjournment. A quorum of the directors may adjourn any
directors meeting to meet again at a stated date and hour; provided, however,
that in the absence of a quorum, a majority of the directors present at any
directors meeting, either regular or special, may adjourn from time to time
until the time fixed for the next regular meeting of the board.
Notice of the time or place of holding an adjourned meeting need not be
given to absent directors if the time and place be fixed at the meeting
adjourned.
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Section 9. Fees and Compensation. Directors and members of committees
may receive such compensation, if any, for their services, and such
reimbursement for expenses, as may be fixed or determined by resolution of the
board.
ARTICLE III
OFFICERS
Section 1. Officers. The officers of the corporation shall be a
Chairman of the Board, a president, secretary and a treasurer. The corporation
may also have, at the discretion of the Board of Directors, one or more
vice-presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provisions of Section 3 of this Article. One person may hold any number of
offices.
Section 2. Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or 5
of this Article, shall be chosen annually by the Board of Directors, and each
shall hold his office until he shall resign, be removed, otherwise become
disqualified to serve, or his successor shall be elected and qualify.
Section 3. Subordinate Officers. The Board of Directors may appoint
such other officers as the business of the corporation may require, each of whom
shall hold office for such period, have such authority, and perform such duties
as are provided in the By-Laws or as the Board of Directors may from time to
time determine.
Section 4. Removal and Resignation. Any officer may be removed, either
with or without cause, by the Board of Directors, at any regular or special
meeting thereof, or, except in the case of an officer chosen by the Board of
Directors, by any officer upon whom such power or removal may be conferred by
the Board of Directors.
Any officer may resign at any time by giving written notice to the
Board of Directors, or to the president, or to the secretary of the corporation.
Any such resignation shall take effect at the date of the receipt of such notice
or at any later time specified therein; and, unless otherwise specified therein,
the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Vacancies. A vacancy in any office because of death,
resignation, removal disqualification, or any other cause, shall be filled in
the manner prescribed in the By-Laws for regular appointments to such office.
Section 6. Chairman of the Board. The Chairman of the Board shall be
the Chief Executive Officer of the corporation and shall, subject to the control
of the Board of Directors, have general supervision, direction, and control of
the business and officers of the corporation.
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Section 7. President. The president shall be the Chief Operating
Officer of the corporation and shall have all general powers and duties of
management usually vested in the office of president of a corporation, and shall
have such other powers and duties as may be prescribed by the Board of Directors
or the By-Laws.
Section 8. Vice-President. In the absence or disability of the
president, the vice-presidents, in order of their rank as fixed by the Board of
Directors, or if not ranked, the vice-president designated by the Board of
Directors, shall perform all of the duties of the president, and when so acting
shall have all the powers of, and be subject to all the restrictions upon, the
president. The vice-president shall have such other powers and perform such
other duties as may from time to time be prescribed for them respectively by the
Board of Directors or by the By-Laws.
Section 9. Secretary. The secretary shall keep or cause to be kept, at
the principal office or at such other place as the Board of Directors may order,
a book of minutes of all meetings of the directors and stockholders, with the
time and place of holding, whether regular or special, and if special, how
authorized, the notice thereof given, the names of shares present at the
director's meetings, the number of shares present or represented at the
stockholders meetings and the proceedings thereof.
The secretary shall keep, or cause to be kept, at the principal office
or at the office of the corporation's transfer agent, a share register, or a
duplicate share register, showing the names of the stockholders and their
addresses, the number and classes of shares held by each, the number and date of
certificates issued for the shares, and the number and date of cancellation of
every certificate surrendered for cancellation.
The secretary shall give, or cause to be given, notice of all meetings
of the stockholders and of the Board of Directors required by the By-Laws or by
any law to be given, and shall keep the seal of the corporation in safe custody,
and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or the By-Laws.
Section 10. Treasurer. The treasurer shall keep and maintain, or cause
to be kept and maintained, adequate and correct accounts of the properties and
the business transactions of the corporation, including accounts of its assets,
liabilities, receipts, disbursements, gains, losses, capital, surplus, and
shares. Any surplus, including earned surplus, paid in surplus and surplus
arising from a reduction of capital, shall be classified according to the source
and shown in a separate account. The books of account shall at all reasonable
times be open to inspection by any director.
The treasurer shall deposit all monies and other valuables in the name
and to the credit of the corporation, with such depositories as may be
designated by the Board of Directors. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors, shall render the
president and directors, whenever they request it, an account of all
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his transactions as treasurer, and of the financial condition of the
corporation, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the By-Laws.
ARTICLE IV
NOTICES OF MEETINGS
Section 1. General. Whenever all of the stockholders shall meet in
person or by proxy, such meetings shall be valid for all purposes, and at such
meetings any corporate action may be taken that could be taken at a meeting duly
called and noticed. Whenever all of the directors meet, such meetings shall be
valid for all purposes, and at such meetings any corporate action may be taken
that could be taken at a meeting duly called and noticed.
Section 2. Notice of Meetings. Written notice of each annual meeting of
the stockholders shall be given to each stockholder entitled to vote, either
personally or by mail or other written means of communication, charges prepaid,
addressed to the stockholder at his address appearing on the books of the
corporation or given by him to the corporation for the purpose of notice. If a
stockholder gives no address, notice shall be deemed to have been given if sent
by mail or other means of written communication addressed to the place where the
principal office of the corporation is situated, or if published at least once
in some newspaper of general circulation in the county in which such office is
located. All such notices shall be sent to each stockholder entitled thereto,
not less than ten (10) days before each annual meeting. Such notices shall
specify the place, the day, and the hour of such meeting, and shall state such
other matters, if any, as may be expressly required by statute.
Except in special cases where other express provision is made by
statute, notice of special meetings of stockholders shall be given in the same
manner as for annual meetings of the stockholders. Notice of any special
meetings shall specify, in addition to the place, date and hour of such meeting,
the general nature of the business to be transacted.
The transactions of any meetings of stockholders, either annual or
special, however called and noticed, shall be as valid as though conducted at a
meeting duly held after regular call and notice, if a quorum be present either
in person or by proxy, and if, either before or after the meeting, each of the
persons entitled to vote, not present in person or by proxy, signs a written
waiver of notice, or a consent to the holding of such meeting, or an approval of
the minutes thereof. All such waivers, consents, or approvals, shall be filed
with the corporate records or made a part of the minutes of the meeting.
Written notice of the time and place of special meetings of the Board
of Directors shall be delivered personally to each director, or sent to each
director by mail or by other form of written communication, charges prepaid,
addressed to him at his address as it is shown upon the records, or if it is not
so shown on such records or is not readily ascertainable, at the place where the
meetings of the directors are regularly held. In the case such notice is mailed
or telegraphed, it shall be deposited in the United States mail or delivered to
the telegraph
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company in the place in which the principal office of the corporation is
located, at least forty-eight (48) hours prior to the time of holding the
meeting. In case such notice is delivered as provided above, it shall be so
delivered at least twenty-four (24) hours prior to the time of holding of the
meeting. Such mailing telegraphing, or delivery, as above provided, shall be
due, legal and personal notice to such director.
The transactions of any meeting of the Board of Directors, however
called and noticed, or whenever held, shall be as valid as though conducted at a
meeting duly held after regular call and notice, if a quorum be present, and if
either before or after the meeting, each of the directors not present signs a
written waiver of notice, or a consent to holding such meeting, or an approval
of the minutes thereof. All such waiver, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting.
ARTICLE V
STOCK CERTIFICATES
Section 1. Form of Certificates. Each certificate for a share or shares
of the capital stock of the corporation shall express on its face the par value
of a share as established in the Article of Incorporation, and shall expressly
state that the share, or shares, is fully paid up and nonassessable.
Section 2. Issuance. All certificates of stock shall be signed by the
Chairman of the Board or president and the secretary or assistant secretary, or
be authenticated by facsimiles of the signatures of the Chairman of the Board or
the president and the written signature of the secretary or assistant secretary.
Each certificate shall have the seal of the corporation impressed thereon. The
name of the owner of each certificate and the number of shares represented by
the certificate shall be entered on its stub, and each certificate issued by the
corporation shall be receipted for by the person receiving it or by his duly
authorized agent, either on the stub of the certificate or on a separate receipt
which shall be kept by the secretary.
Section 3. Investment Legend. Each certificate of stock issued shall
bear the following legend:
"The shares represented by this certificate have not been registered
under the Securities Act of 1933. The shares have been acquired for
investment and may not be pledged or hypothecated and may not be sold
or transferred in the absence of an effective registration statement
for the shares under the Securities Act of 1933 or an opinion of
counsel of the issuer that registration is not required under said
Act."
Section 4. Transfer. Certificates of stock shall be transferred by
assignment made by the owner, his attorney in fact or legal representative, and
by delivery of the certificate to the secretary of the corporation for transfer.
Each certificate surrendered for
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transfer shall be marked "Cancelled" by the secretary and an incision on the
certificate shall be made through the names of the subscribing officers, and the
cancelled certificate shall be affixed to its stub.
Sections 5. Lost Certificates. Should the owner of any certificate of
stock make application to the corporation for the issuance of a duplicate
certificate by reason of the loss or destruction of his certificate, he shall
accompany his application with an affidavit setting forth the time, place and
circumstances of such loss or destruction. Should the Board of Directors be
satisfied, from the matters set forth in the affidavit, that the certificate has
been lost or destroyed, the Board of Directors may thereupon call upon the owner
of the certificate to file with the secretary of the corporation a bond in such
amount, and with such surety or sureties, as the board may determine,
indemnifying the corporation against any loss it may suffer by reason of the
issuance of a duplicate certificate or the refusal to recognize the certificate
that was lost or destroyed. In the event of the approval of such bond by the
Board of Directors, the board may thereupon authorize the issuance of a
duplicate certificate. The duplicate certificate will be marked "Duplicate" and
the stub of the certificate lost or destroyed shall indicate the issuance of
this duplicate.
ARTICLE VI
MISCELLANEOUS
Section 1. Record Date and Closing of Stock Books. The Board of
Directors may affix a time, in the future, not exceeding thirty (30) days prior
to the date of any meeting of stockholders, or the date fixed for the payment of
any dividends or distributions, or for the allotment of rights, or when a change
or conversion or exchange of shares shall go into effect, as the record date for
the determination date for the stockholders entitled to notice of and to vote at
any such meeting, or entitled to receive any such dividend or distribution, or
any such allotment of rights, or to exercise their rights in respect to any such
change, conversion, or exchange of shares. In such case, only stockholders of
record on the date so fixed shall be entitled to receive notice of and to vote
at such meeting or to receive such dividend, distribution, or allotment of
rights, or to exercise his rights, as the case may be, notwithstanding the
transfer of shares on the books of the corporation after the record date as
fixed. The Board of Directors may close the books of the corporation against
transfers of shares during the whole, or any part, of any such period.
Section 2. Checks, Drafts, Etc. All checks, drafts, or other orders for
the payment of money, notes, or other evidences of indebtedness, issued in the
name of or payable to the corporation, shall be signed or endorsed by such
person or persons and in such manner as, from time to time, shall be determined
by resolution of the Board of Directors.
Section 3. Contracts, Etc., How Executed. The Board of Directors,
except as otherwise provided in the By-Laws, may authorize any officer or
officers, or agent or agents, to enter into any contract or execute any
instrument in the name of and on behalf of the corporation, and such authority
may be general or confined to specific instances; and, unless
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so authorized by the Board of Directors, no officer, agent, or employee shall
have any power or authority to bind the corporation by any contract or
engagement or to pledge its credit or to render it liable for any purpose or to
any amount.
Section 4. Representation of Shares of the Corporation. The Chairman of
the Board or the president, or the vice-president, or the secretary or
assistance secretary of this corporation, are authorized to vote, represent, and
exercise on behalf of this corporation all rights incident to any and all shares
of any other corporation or corporations standing in the name of this
corporation. The authority granted to said officers to vote or represent, on
behalf of this corporation, any and all shares held by this corporation in any
other corporation or corporations, may be exercised either by such officers in
person or by any other person authorized so to do by proxy or by power of
attorney duly executed by said officers.
Section 5. Inspection of Corporate Records. The share register or
duplicate share register, the books of account, and the minutes of proceedings
of the stockholders and directors and of the executive and other committees of
the directors, shall be open to inspection upon the written demand of any
stockholder or holder of a voting trust certificate, at any reasonable time, and
for a purpose reasonably related to his interest as a stockholder, or as a
holder of a voting trust certificate. Such inspection may be made in person or
by an agent or attorney and shall include the right to make extracts. Demand for
inspection, other than at a stockholders meeting, shall be made in writing, upon
the president, secretary, assistant secretary, or general manager of the
corporation.
The corporation shall keep at its principal office for the transaction
of business the original or a copy of the By-Laws, as amended or otherwise
altered to date, which shall be open to inspection by the stockholders at all
reasonable times during office hours.
Section 6. Indemnification. The corporation shall indemnify its
officers, directors, employees and agents to the extent permitted by the General
Corporation Law of Delaware.
Section 7. Limitation on Actions. None of the following actions shall
be made without the majority approval of a quorum of the Board of Directors:
a. Sale of any substantial portion of the corporation's
assets.
b. Borrowing of additional capital, except for the loan
committed as of the date of these By-Laws by the First National Bank of
Arizona.
c. The paying of employees' bonuses.
d. Amendment of the Certificate of Incorporation or the
By-Laws.
e. Hiring or replacing of key personnel of the
corporation.
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ARTICLE VII
INFORMALITIES
Section 1. Stockholders. Any action which may be taken at a meeting of
the stockholders, may be taken without a meeting if, before or after the action,
a written consent thereto is signed by stockholders holding at least a majority
of the voting power, except that if a different proportion of voting power is
required for such an action at a meeting, then that proportion of written
consents is required.
Section 2. Directors. Any action required or permitted to be taken by
the Board of Directors may be taken without a meeting, and with the same force
and effect as a unanimous vote of the directors, if all members of the board
individually or collectively consent, in writing, to such action.
Section 3. Miscellaneous. The authorization, approval, or consent
provided in this Article may be expressed prior or subsequent to the particular
action authorized, approved, or consented to. It is the sense of the provisions
of this Article to permit informality in the conduct of the corporation's
affairs and informality in the approval of its actions so long as the
stockholders, where appropriate, or the Board of Directors, where appropriate,
individually or collectively either before, at the time of, or at any time
subsequent to, any particular action requiring their authorization, approval, or
consent, can be shown to have so authorized, approved, or consented.
ARTICLE VIII
AMENDMENTS
These By-Laws may be amended or repealed, or new By-Laws may be adopted
at any meeting of the Board of Directors by a resolution adopted by the majority
of the directors. Notice need not be given of any action in respect to these
By-Laws previous to such meeting if the proposed amendment, repeal, or adoption
of new By-Laws is in furtherance of the purposes and objectives of this
corporation and is not arbitrary or capricious.
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CERTIFICATE OF SECRETARY
1. That I am the duly elected and acting Secretary of PF&F
HOLDINGS CORPORATION, a Delaware corporation; and
2. That the foregoing By-Laws constitute the By-Laws of said
Corporation as adopted by the Written Consent in Lieu of Organizational Meeting
duly executed by the sole member of the Board of Directors dated as of December
19, 2002.
IN WITNESS WHEREOF, I have hereunto subscribed my name this 19th of
December 2002.
/s/ Jennifer M. Settles
---------------------------------
Jennifer M. Settles
Secretary
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